Minutes of the last Ordinary Meeting held on 23 May 2012 (previously circulated)

Were approved as a correct record

Matters arising from the Minutes not on the agenda

It was agreed to defer any for consideration at the next meeting.

Revitalisation scheme – development costs to the RIBA Stage E

As planned, in time for submission of the Big Lottery Stage 3 application, the scheme has been designed to RIBA Stage E, the point where it is ready to be submitted for Building Regulations approval. The costs of this process (professional fees, planning authority fees, asbestos survey) amounted to £23,105 net of VAT (all VAT is recoverable). The Big Lottery Development grant of £22,280 has covered most of the cost. The remainder, £825, is covered by other money already in the Project Fund from previous grants and fundraising.

The Committee noted and approved these figures and payments.

Revitalisation project and its funding – next steps

The Committee spent most of the meeting discussing and reaching conclusions on this item.

A detailed report on the position reached and the options available had been circulated with the agenda, and a fully updated and extended version circulated the day before the meeting, which all members had read prior to the meeting, which assisted discussion considerably.

The Big Lottery bid has gone in and is being assessed currently (the assessor is due to visit us for a meeting). The main obstacle to it being approved is the gap in funding to match the proposed BL grant. We have a limited and almost certainly unrepeatable window of opportunity to secure the future of the Village Hall. If we miss this opportunity, Threlkeld will be left with its existing Village Hall for a long time. The opportunity for community development and financial independence will probably be lost for ever. So any temporary risk involved in a funding package has to be offset against this almost certainty.

To seize this opportunity, we must be in a position to accept the BL grant and press ahead with the scheme at the beginning of September. This means having secured money, grants or agreed loan finance to the level we need. And in order to assure the BL Committee of this so that they can award us a grant, the position must be referred to positively in the assessor’s report. This means the framework must be determined within the next few days.

The current position is that the overall total estimated cost of the scheme from this point, including all construction, contingency and inflation allowances, professional fees, statutory fees, legal and other fees, is £617,000. The revised Big Lottery application is for £329,000. This together with grants offered and other fundraising mean that the “funding gap” is now just over £100,000. We have to provide a credible provision for this gap so that the scheme is fully funded NOW, even though we anticipate that when the point is reached where we contractually commit ourselves, the gap will be lower (figures indicated we could reasonably expect it to be about £40,000).

The only way to close the gap at this point is to obtain a loan, and to this end details were given of recent discussions held by the Chairman, Secretary and Treasurer with three organisations which specialise in loans to the charities and social enterprises. The Chairman also reported on discussions he had held with key people in other Village Halls which had been in a similar position to ourselves and had financed their schemes with the assistance of loans.

After discussion, the Committee’s key and unanimous conclusions were that:

the basic approach of obtaining a full funding package including a £100,000 loan offer now is correct as a means of maintaining the revitalisation project and its momentum

we should seek immediately to obtain a loan offer on the best terms possible, to cover the full “funding gap” on the project as it stands, so that we have formal offers of funds relating to the whole project costs as currently estimated; this will allow the project to proceed with Big Lottery support

we regard this loan offer as essentially a guarantee to cover a “worst case scenario”, anticipating that the actual loan commitment, if and when made, should be considerably less than the amount currently sought

we retain the right not to proceed with the project, or make alternative funding arrangements, at the point when we are about to enter into a contract, at which point we will know precise details of costs, loan commitments etc; despite the obvious pressure which would be on us to proceed at that point

the option of a loan over a 20 year period or longer, with flexible no penalty repayments possible, offered the most attractive way forward, and this is the arrangement we should aim for in any discussions.

In support of this approach, we need to have a credible plan in place to show how we will meet monthly repayments under a loan of about £100,000, even though the amount actually borrowed may eventually be less. The Committee endorsed a basic strategy of

aiming to see loan repayments covered by “normal” Hall income, with any covenant income from the Coffee Shop regarded as a reserve (although this potentially large source of income can unquestionably be drawn on by the VHT if necessary).

generating income over and above that previously assumed by positive promotion of supplementary commercial uses of the Hall.

A draft Supplementary Business Plan to achieve the latter was considered. This focused on generating income from four main sources of commercial use: overnight camping by groups; receptions and private functions; children’s parties; and external meetings, conferences etc. The draft plan set out details of market potential, operation, pricing, occupancy and financial targets. The Committee’s comments and conclusions on this were as follows:

the basic approach is fine; although the financial targets are challenging, they are not impossible, and whatever the level of loan repayments eventually needed, we should pursue this approach anyway in order to repay as quickly as possible

though the occupancy and financial targets are justifiable and achievable (subject to some minor modifications), they represent quite a big jump from where we are currently, so the build up needs to be spread out over a longer time period, and this reflected in any income and expenditure projections

a small voluntary Marketing Action Group should be established to take things forward in the initial stages, rather than a voluntary Marketing Officer

the proposed Marketing and Membership Secretary as a paid post is essential, and financial provision for this should be increased (to £250 per month); it is important we get the right person for this job

overnight camping offers the best potential and is the easiest to market

proposed prices for camping are about right; and although the intention is to focus entirely on larger groups at the full price, the option of accommodating smaller groups at a lower total price will be retained, especially to fill short term capacity

proposed prices for receptions/private functions should be reduced slightly, those for external meetings/conferences should be raised slightly (but there is no intention of offering a “corporate style” conference facility or rate)

target occupancy for the receptions/private functions should be reduced to 7 in each time slot, 21 in total

In the light of all the above, the Committee resolved to:

continue vigorous efforts to generate grant funding for the scheme, emphasising the critical position we are in and the once in a generation opportunity we seem to be facing.

authorise the Chairman, Treasurer and Secretary to move quickly to arrange a loan guarantee to cover all or as much as possible of the funding gap between what we need and what we have raised/been offered in grants and the potential offer from the BL, on as favourable terms as we can negotiate taking account of the above conclusions; such a loan would be only drawn on if the scheme goes ahead and to the extent necessary (which ideally would be zero).

authorise payment of any survey fees, arrangement fees needed to put such a loan guarantee in place, but a full commitment would only be entered into at a later stage, and any repayments would only commence once the project is completed and in operation (terms of any formal loan agreement should be considered and approved by the whole Committee).

approve the Supplementary Business Plan (amended in the light of above discussions) to substantiate our financial credibility, and authorise its submission, along with financial projections linked to it, to the Big Lottery and to potential lenders

ask the Architects to make an application for Building Regulations approval now, with payment of the local authority fee (about £850) out of the Project Fund) NB all the professional fees associated with this have already been paid

if the funding package as now envisaged is finalised and the Big Lottery offer us a grant as applied for, instruct the professional consultants to get on with detailed design to the tender stage at an estimated cost of about £20,000, to be paid for out of the Project Fund

once we have got reliable cost figures via a tender, make decisions then about how we proceed, taking advantage of any negotiation options at that stage

reaffirm our clear commitment not to sign a contract unless we have the money or a cast iron written funding offer to cover it, and are reasonably confident of being able to meet the terms of any loan agreement involved.

Action on all the above: Trevor Roberts

Legal status of the Village Hall Trust

The Committee reviewed the legal status of the Village Hall Trust and the pros and cons of changing this structure, on the basis of full notes set out in the agenda. We have received advice from various people, including Voluntary Action Cumbria, Cumbria Council for Voluntary Service and our own accountants. The main concern is to ensure that the trustees are not exposed to the risk of any personal liability for debts of the Trust.

The Village Hall Trust is an unincorporated charity, with a constitution drawn up as a “scheme” by the Charity Commission in 2008. The Committee are trustees of the charity with the responsibilities of charitable trustees and duties/responsibilities with which they are familiar. The main alternative option available to us is to re-form as a “company limited by guarantee”. The advantage of this is that such a body, as well as being a charity, has a legal identity of its own, and the liability of its members (which include trustees) is limited to a nominal amount say £1.

The Committee resolved that:

having considered the position, we continue with our present constitutional status as an unincorporated charity

we reinforce recognition of our responsibilities as trustees to act sensibly in the best interest of the Village Hall Trust, in particular ensuring that

any contractual commitments entered into as part of the revitalisation project are only made when there is a security of finance available to meet the contractual commitments

where we enter into any loan finance arrangements, we are fully committed to generating sufficient income over the time period involved to meet loan service requirements

all our relevant procedures are carefully followed in the course of developing and implementing the scheme.

Any other business

Monitoring Officer

The Committee resolved to establish the post of Monitoring Officer, with terms of reference as follows:

The Monitoring Officer is an officer of the Village Hall Trust, appointed by the Village Hall Trust Management Committee at its first ordinary meeting following the Annual Meeting each year.

The Monitoring Officer may or may not be a member of the Trust Management Committee (and trustee of the VHT), but if not will be invited to and will normally attend all Trust Management Committee meetings.

The Monitoring Officer is responsible for overseeing and managing all aspects of the VHT’s community regeneration performance in relation to targets, activities and programmes, especially those for which it has received external funding. In particular the Monitoring Officer will be responsible for establishing, developing and managing the monitoring framework outlined in the Big Lottery grant application. The Monitoring Officer is however not involved directly in monitoring the capital project implementation (for which special arrangements apply); nor in the performance of the Community Coffee Shop (which is handled by the CIC).

The Monitoring Officer will exercise the following functions on behalf of the Trust Management Committee:

developing performance monitoring systems to apply to the various types of project and activity outlined in the document The Positive Difference

working with the various thematic and project groups which become established to implement the community regeneration programme set out in The Positive Difference, advising and supporting these on the operation of monitoring systems and reporting as appropriate

obtaining and collating performance information and records on the key themes and projects described in The Positive Difference

reporting to the TMC quarterly (from a date to be established) on performance, including highlighting particular successes, shortcomings and variations from what we are aiming to achieve

producing an annual report to the TMC which will be incorporated into the VHT Annual Report alongside the Accounts.

The Monitoring Officer is given delegated authority to take action on any of these functions, consulting the Chairman, Secretary and/or Treasurer where he/she considers this necessary. Any expenditure on behalf of the VHT must be sanctioned in advance by the Treasurer.

It was further resolved to appoint Barbara Lowesmith to this position with immediate effect, and to thank Barbara for volunteering to take on this important role.

Next meeting

The next meeting is as previously scheduled for Wednesday 15 August 2012 at 7.30pm.

The meeting after that is scheduled for Wednesday 14 November 2012. This is the meeting prior to the Village Hall AGM, which is scheduled for Wednesday 28 November 2012.

The meeting finished at 9.40pm, the Chairman thanked everyone for their contributions to this very important meeting.